What the changes say
- Expansion targets increased for fiscal 2026, planning 3-4 company-operated and 15-16 franchised restaurants.
- Added self-insurance and corporate responsibility goals as distinct risk factors.
What changed since the prior 10-K
New
- NewRisks Related to Our Operations
residential and infrastructure development near the potential restaurant site; and availability of acceptable lease terms and arrangements, including construction costs
Competition for restaurant sites, development costs, and infrastructure issues may impede our ability to secure locations and open new restaurants successfully.
- NewRisks Related to Our Operations
Our self-insurance programs may expose us to significant and unexpected costs and losses
Self-insuring employee health and workers compensation exposes us to unexpected claim costs exceeding estimates and stop-loss limits.
- NewRisks Related to Our Operations
If we are unable to achieve our corporate responsibility goals, our reputation and results of operations could be adversely affected
Failing to meet social, environmental, and corporate responsibility goals could harm our reputation, regulatory standing, and results of operations.
Dropped
- DroppedRisks Related to Our Operations
Franchisees may not have access to the financial or management resources that they need to open the restaurants contemplated by their agreements with us, or be able to find suitable sites on which to develop those restaurants
- DroppedRisks Related to Our Operations
We currently maintain employee health insurance coverage on a self-insured basis. We do maintain stop loss coverage which sets a limit on our liability for both individual and aggregate claim costs
- DroppedRisks Related to Our Operations
If we are unable to achieve our social and environmental sustainability goals, our reputation and results of operations could be adversely affected
- DroppedRisks Related to Ownership of Our Common Stock
For example, on August 4, 2024, the Board of Directors approved and entered into an amendment to the Rights Agreement (the “Amendment”, and together with the Rights Agreement, the “Amended Rights Agreement”)
- DroppedRisks Related to Ownership of Our Common Stock
exceptions is applicable, from 12.5% to 15.0%. In all other respects, the terms of the Rights Agreement remain unmodified and in full force and effect
Reworded
- 73% rewrittenRisks Related to Our Operations
Adverse changes in our franchisees’ economic position could have adverse consequences to us
Updated title and text to emphasize adverse economic position of franchisees rather than general economic environment.
Was: Adverse changes in the economic environment may affect our franchisees, with adverse consequences to us
- 56% rewrittenRisks Related to Our Operations
Public health crises have had, and may in the future have, a significant negative impact on our business, sales, results of operations and financial condition
Added specific mention of avian flu outbreaks and product supply shortages to public health crisis risks.
Was: Public health crises, such as the COVID-19 pandemic have had, and may in the future have, a significant negative impact on our business, sales, results of operations and financial condition
- 45% rewrittenRisks Related to Our Operations
We may be unsuccessful in opening new company-operated or franchised restaurants or in establishing new markets, which could adversely affect our growth
Updated planned restaurant openings for fiscal 2026 to 3-4 company-operated and 15-16 franchised locations.
- 41% rewrittenRisks Related to Our Operations
We are dependent on the success of our franchisees, but have limited control with respect to their operations, which could have a negative impact on our business
Updated franchise statistics to December 31, 2025, noting 65% of restaurants are franchised.
Was: We have limited control with respect to the operations of our franchisees, which could have a negative impact on our business
- 38% rewrittenRisks Related to Government Regulation and Litigation
Legislation and regulations regarding certain of our menu offerings, new information, attitudes, or regulations regarding diet and health, or adverse opinions about the health effects of consuming our menu offerings, could affect consumer preferences and negatively impact our results of operations
No substantive textual changes made to menu offering regulations.
Was: Legislation and regulations regarding certain of our menu offerings, new information or attitudes regarding diet and health, or adverse opinions about the health effects of consuming our menu offerings, could affect consumer preferences and negatively impact our results of operations
- 35% rewrittenRisks Related to Our Operations
Our long-term success depends in part on our ability to effectively identify and secure appropriate sites for new restaurants
Minor punctuation and phrasing adjustments regarding site selection and real estate development.
- 34% rewrittenRisks Related to Our Operations
We are vulnerable to changes in political and economic conditions such as trade policies, tariff and import regulations by the United States, as well as consumer preferences
Added energy costs and the recent outbreak of war in Iran to macroeconomic and geopolitical risks.
- 32% rewrittenRisks Related to Ownership of Our Common Stock
Shareholder activism could cause us to incur significant expense, disrupt our business, result in a proxy contest or litigation and impact our stock price
Added opening sentence noting the company is subject to stockholder proposals for corporate actions.
- 21% rewrittenRisks Related to Our Operations
We may not be able to compete successfully, including with other quick-service and fast casual restaurants
All 37 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Operations
- 01We may be unsuccessful in opening new company-operated or franchised restaurants or in establishing new markets, which could adversely affect our growth45% rewritten
- 02If we are unable to successfully manage these risks and open new restaurants or sign new franchisees as anticipated, or if restaurant openings are significantly delayed, we could face increased costs and lower than anticipated sales and earnings in future periods
- 03We may not be able to compete successfully, including with other quick-service and fast casual restaurants21% rewritten
- 04We are vulnerable to changes in political and economic conditions such as trade policies, tariff and import regulations by the United States, as well as consumer preferences34% rewritten
- 05If we are unable to attract, develop, assimilate, and retain employees, we may not be able to grow or successfully operate our business
- 06Our business could be negatively affected by regional geographic concentrations
- 07Our inability or failure to execute our business continuity and response plan following a major disaster such as a natural disaster, terrorism, social unrest or a cybersecurity incident affecting our corporate facilities could materially adversely affect our business
- 08Our long-term success depends in part on our ability to effectively identify and secure appropriate sites for new restaurants35% rewritten
- 09residential and infrastructure development near the potential restaurant site; and availability of acceptable lease terms and arrangements, including construction costsNew
- 10We have incurred, and may continue to incur, significant impairment of certain of our assets, particularly in our new markets
- 11Changes in food costs, supply costs, and other operating expenses, especially for chicken could adversely affect our business, financial condition, and results of operations
- 12Public health crises have had, and may in the future have, a significant negative impact on our business, sales, results of operations and financial condition56% rewritten
- 13Negative social media and other negative publicity could have a material adverse impact on our business
- 14We rely on our ability to continue to expand our digital business, delivery orders and catering, and these business lines are subject to various risks
- 15Food-borne illness and other food safety and quality concerns may negatively impact our business and profitability
- 16Failure to receive timely deliveries of food or other supplies could result in a loss of revenue and materially and adversely impact our operations
- 17Our level of indebtedness, and restrictions under our credit facility, could materially and adversely affect our business, financial condition, and results of operations
- 18Our marketing programs may not be successful, and our new menu items, advertising campaigns, and restaurant designs and remodels may not generate increased sales or profits
- 19Adverse changes in our franchisees’ economic position could have adverse consequences to us73% rewritten
- 20We are dependent on the success of our franchisees, but have limited control with respect to their operations, which could have a negative impact on our business41% rewritten
- 21If our relations with existing or potential franchisees deteriorate, restaurant performance and our development pipeline could suffer
- 22Our self-insurance programs may expose us to significant and unexpected costs and lossesNew
- 23We are party to long-term and non-cancelable leases, and may be unable to renew leases at the ends of their terms
- 24If we are unable to achieve our corporate responsibility goals, our reputation and results of operations could be adversely affectedNew
Risks Related to Information Technology and Data Security
- 25Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business
- 26If we are unable to protect our customers’ payment method data or personal information, we could be exposed to data loss, litigation, liability, and reputational damage
Risks Related to Intellectual Property
- 27The failure to enforce and maintain our trademarks and protect our other intellectual property could materially and adversely affect our business, including our ability to establish and maintain brand awareness
Risks Related to Government Regulation and Litigation
- 28Matters relating to employment and labor law may adversely affect our business
- 29We are from time to time the target of class action lawsuits and other claims proceedings, which could adversely affect our business and results of operations
- 30If we or our franchisees face labor shortages or increased labor costs, our results of operations and growth could be adversely affected
- 31We are subject to extensive laws, government regulation, and other legal requirements and our failure to comply with existing or new laws and regulations could adversely affect our operational efficiencies and results of operations
- 32Legislation and regulations regarding certain of our menu offerings, new information, attitudes, or regulations regarding diet and health, or adverse opinions about the health effects of consuming our menu offerings, could affect consumer preferences and negatively impact our results of operations38% rewritten
- 33We may become subject to liabilities arising from environmental laws that could increase our operating expenses and materially and adversely affect our business and results of operations
Risks Related to Ownership of Our Common Stock
- 34Our quarterly operating results may fluctuate significantly due to seasonality and other factors, some of which are beyond our control, which could adversely affect the market price of our common stock
- 35Future offerings of debt or equity securities by us may adversely affect the market price of our common stock or dilute the ownership of our existing stockholders
- 36Delaware law, our organizational documents, our shareholder rights agreement and our existing and future debt agreements may impede or discourage a takeover, depriving our investors of the opportunity to receive a premium for their shares
- 37Shareholder activism could cause us to incur significant expense, disrupt our business, result in a proxy contest or litigation and impact our stock price32% rewritten
Other El Pollo Loco Holdings 10-Ks
- FY2024 10-K risk factors39 risks
El Pollo Loco faces heavy geographic concentration in Los Angeles, which generated about 72% of fiscal 2024 revenue. Labor shortages, rising minimum wages, and commodity costs like chicken heavily pressure restaurant profitability. Franchisees operate roughly 65% of restaurants, creating reliance on their financial health and operational execution.
Filed Mar 07, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.